Oregon Statutes 65.534 – Sale of assets other than in regular course of activities
(1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of the corporation‘s property, with or without the goodwill, other than in the usual and regular course of the corporation’s activities, on the terms and conditions and for the consideration determined by the corporation’s board of directors if the proposed transaction is authorized by subsection (2) of this section.
Terms Used In Oregon Statutes 65.534
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the articles of incorporation described in ORS § 65. See Oregon Statutes 65.001
- Board of directors: means the individual or individuals who are vested with overall management of the affairs of a domestic corporation or foreign corporation, irrespective of the name that designates the individual or individuals. See Oregon Statutes 65.001
- Bylaws: means a set of provisions for managing and regulating a corporation's affairs that the corporation must adopt under ORS § 65. See Oregon Statutes 65.001
- Class: means a group of memberships that have the same rights, including rights that are determined by a formula that is applied uniformly, with respect to voting, dissolution, redemption and transfer. See Oregon Statutes 65.001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a domestic corporation or a foreign corporation. See Oregon Statutes 65.001
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Membership: means the rights and obligations a member has under this chapter. See Oregon Statutes 65.001
- Mutual benefit corporation: means a domestic corporation that is organized to serve and operates primarily to serve the mutual interests of a group of persons, but is not a public benefit corporation or religious corporation. See Oregon Statutes 65.001
- Notice: means a notice described in ORS § 65. See Oregon Statutes 65.001
- Person: means an individual or an entity. See Oregon Statutes 65.001
- Public benefit corporation: means a domestic corporation that:
(a) Is formed as a public benefit corporation under ORS § 65. See Oregon Statutes 65.001
- Religious corporation: means a domestic corporation that is formed as a religious corporation under ORS § 65. See Oregon Statutes 65.001
- Vote: means an authorization by written ballot or written consent, where permitted, or by another method that a corporation specifies as an authorization. See Oregon Statutes 65.001
- Voting power: means the total number of votes entitled to be cast on an issue at the time the determination of voting power is made, excluding a vote that is contingent upon a condition or event occurring that has not occurred at the time. See Oregon Statutes 65.001
- Written: means embodied as a document. See Oregon Statutes 65.001
(2) Unless this chapter, the articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (4) of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved:
(a) By the board of directors;
(b) By the members of a mutual benefit corporation entitled to vote on the transaction by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and
(c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation or bylaws by a provision of the articles of incorporation as authorized by ORS § 65.467.
(3) If the corporation does not have members entitled to vote on the transaction, the board of directors must approve the transaction. In addition, the corporation shall provide notice of any board of directors’ meeting at which such approval is to be obtained in accordance with ORS § 65.344 (2). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all or substantially all of the property of the corporation and must contain or be accompanied by a description of the transaction.
(4) The board of directors may condition the board’s submission of the proposed transaction to a vote of members, and the members entitled to vote on the transaction may condition the members’ approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.
(5) If the board seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to the corporation’s members of the proposed meeting in accordance with ORS § 65.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all or substantially all of the property of the corporation and must contain or be accompanied by a description of the transaction.
(6) If the board seeks to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a description of the transaction.
(7) A public benefit corporation or religious corporation must give written notice to the Attorney General 30 days before the public benefit corporation or religious corporation sells, leases, exchanges or otherwise disposes of all or substantially all of the public benefit corporation’s or religious corporation’s property unless the transaction is in the usual and regular course of the public benefit corporation’s or religious corporation’s activities or the Attorney General has given the public benefit corporation or religious corporation a written waiver of this notice requirement.
(8) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction, in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. [1989 c.1010 § 127; 2005 c.22 § 48; 2019 c.174 § 86]
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